Multiple Arbitration Venues? SC Says Read Entire Contract, Including Governing Law Clause, To Determine Seat

The Supreme Court has held that where an arbitration agreement specifies multiple locations for arbitration and creates a potential conflict regarding the juridical seat, the intention of the parties must be ascertained by reading the entire contract, including its governing law clause.

A Bench of Justices Manoj Misra and Vijay Bishnoi said that where an agreement confers exclusive jurisdiction upon courts at a specific location, that location can constitute the juridical seat of arbitration, while other specified locations may merely be venues.

The observation came in an appeal filed by Arcis Clean Energy Pvt Ltd against a November 11, 2025 order of the Delhi High Court, which, while exercising jurisdiction under Section 11(6) of the Arbitration and Conciliation Act, 1996, had appointed an arbitrator to resolve disputes between the parties arising out of a Franchise Agreement dated August 3, 2023.

Section 11(6) of the Act provides a mechanism for the appointment of an arbitrator when the agreed appointment procedure fails or when parties cannot reach a consensus.

Seat of arbitration

Court held that Goa was the juridical seat of arbitration and Delhi was merely a venue, as the arbitration clause mentioned both Delhi and Goa, while the governing law clause conferred exclusive jurisdiction upon courts in Goa.

The appellant had contended that the Delhi High Court lacked jurisdiction to appoint the arbitrator since the juridical seat of arbitration was Goa. It submitted that the agreement expressly provided that the parties would submit to the exclusive jurisdiction of the competent court in Goa.

It was further argued that the Delhi High Court had incorrectly treated the venue as the juridical seat and, therefore, its order was liable to be set aside.

Considering the issue, the Bench referred to decisions drawing a distinction between the “seat” of arbitration and the “venue” for arbitral proceedings.

The Bench noted that parties can, by agreement, choose a place for arbitration and confer exclusive jurisdiction upon courts at a particular location for regulating arbitral proceedings, even if no part of the cause of action arises within that court's territorial jurisdiction.

However, where an agreement specifies one or more places for arbitration while conferring exclusive jurisdiction upon courts at another location, the question arises whether the specified place is merely a “venue” or constitutes the “juridical seat”.

In the present case, Court noted that a plain reading of the arbitration clause showed that Delhi was not the only place specified for arbitration. Both Delhi and Goa were mentioned as places where arbitration could be held.

Therefore, Court held that the mention of Delhi as a venue could not, by itself, make it the juridical seat.

Governing law clause is important

The Bench held that where the arbitration clause itself mentions multiple places, the governing law clause becomes relevant in determining the juridical seat.

"In such a situation, the Governing Law clause i.e., Clause 38 of the Agreement would be helpful in determining the juridical seat. Since Clause 38 of the Agreement confers exclusive jurisdiction to the courts at Goa and Clause 32.5 provides that arbitration proceedings will be held in Goa, it is clear that the parties have agreed that Goa shall be the juridical seat, Delhi is just a venue," the Bench said.

Court rejected the appellant's submission that the arbitration agreement was independent of the main contract and, therefore, only the arbitration clause could be considered for determining the juridical seat.

It noted that the arbitration clause itself specified two places- Delhi and Goa. In such circumstances, the juridical seat had to be determined by reading the agreement as a whole to ascertain the true intention of the parties.

The Bench observed:

"A venue specified in an arbitration agreement can be construed as the juridical seat only if the clause designates a single place, the proceedings are anchored to that place without scope for change, and there is no significant contrary indicia in the contract. Mere mention of a place as a venue does not confer exclusive supervisory jurisdiction upon the courts of that place if other contractual provisions point to a different seat."

Applying these principles, Court held that the agreement, read as a whole, made Goa the juridical seat of arbitration, with Delhi being merely a venue.

"Therefore, we are of the view that the Delhi High Court lacked jurisdiction to entertain the application under sub-section (6) of Section 11 of the 1996 Act," the Bench said.

The Supreme Court accordingly allowed the appeal and set aside the Delhi High Court's order. It clarified that the parties would be at liberty to take recourse to appropriate proceedings before the jurisdictional high court.

Case Title: Arcis Clean Energy Pvt Ltd Vs Parshva Innovation

Bench: Justices Manoj Misra and Vijay Bishnoi 

Date of Judgment: October 12, 2026